Attachment Consolidated Exhibit

This document pretains to SAT-T/C-20140613-00068 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2014061300068_1050392

                                                              FCC Form 312 Transfer of Control
                                                                             Exhibit 43 (Item 43)
                                                       Transferor/Licensee: Skybox Imaging, Inc.
                                                                         Transferee: Google Inc.


                         DESCRIPTION OF THE TRANSACTION

        Pursuant to an Agreement and Plan of Merger (the “Agreement”), dated June 10, 2014, by
and among Google Inc. (“Google”), Yaryar Inc. (a wholly-owned subsidiary of Google recently
formed specifically for this transaction) (“Merger Sub”) and Skybox Imaging, Inc. (“Skybox”),
applicants propose to complete a transaction whereby Skybox will become a wholly-owned
subsidiary of Google (the “Transaction”). Under the Agreement, Skybox and Merger Sub will
merge and each issued and outstanding share or equity interest the share capital of Skybox will be
converted into the right to receive the merger consideration. Following the merger, Skybox will be
a direct wholly-owned subsidiary of Google. Consummation of the Transaction is contingent
upon receipt of necessary regulatory approvals among other things.

        Applicants request consent for the proposed transfer of control of the earth and satellite
station licenses identified below in Table 1.0:

Table 1.0
 Call Sign Class of License                Location of Station             Expiration Date
 S2862     Non-Geostationary Space Station High-inclination circular orbit Dec. 16, 2028

E120025     Fixed Earth Station                 Fairbanks, Alaska                Dec. 6, 2027
E130037     Fixed Earth Station                 Half Moon Bay, California        Mar. 28, 2028

         Skybox builds satellites, writes code, and deploys data centers. But at heart Skybox is
about unlocking the human story by approaching daily global activity as the world’s largest data
science problem. Skybox is headquartered in Mountain View, California. For more information,
visit http://www.skyboximaging.com.

        Google is an Internet company and publicly traded Delaware corporation. Like Skybox,
Google is headquartered in Mountain View, California. Google’s headquarters address is 1600
Amphitheatre Parkway, Mountain View, CA 94043. Google’s innovative search technologies
make information accessible and useful. In particular, Google Maps is a desktop and mobile
mapping service offering satellite imagery, street maps, and street view perspectives, as well as
direction functions. For more information, visit http://www.google.com.




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                                                               FCC Form 312 Transfer of Control
                                                                             Exhibit F (Item A21)
                                                        Transferor/Licensee: Skybox Imaging, Inc.
                                                                          Transferee: Google Inc.


                             PUBLIC INTEREST STATEMENT

        The proposed transaction will serve the public interest. Skybox Imaging, Inc. (“Skybox”),
backed by Google Inc. (“Google”), will continue to possess the managerial and technical
qualifications to operate its satellites and earth stations under its FCC licenses. Key Skybox
employees are expected to remain with the company post-close. Ownership of Skybox technology,
and access to its satellites, will remain in the hands of a U.S. company, and Skybox jobs will stay
in the U.S.

       Skybox, moreover, will gain access to Google’s engineering talent, financial resources,
and computing infrastructure to help the Skybox team. Google also will remove administrative
burdens, including HR, finance, and legal work, from Skybox, allowing the Skybox team to focus
on developing its technology. Google’s participation in the provision of satellite imagery thus will
promote competition, without any anticompetitive effects. Skybox’s satellites also will provide
Google with imagery to be used to improve its Google Maps product.

        For these reasons, applicants respectfully submit that this transaction is in the public
interest.




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                                                              FCC Form 312 Transfer of Control
                                                                            Exhibit E (Item A20)
                                                       Transferor/Licensee: Skybox Imaging, Inc.
                                                                         Transferee: Google Inc.


                                   OWNERSHIP EXHIBIT

       As discussed in the Description of Transaction and Public Interest Statement Exhibits,
upon consummation of the proposed transaction, Skybox Imaging, Inc. (“Skybox”) will become
a wholly-owned subsidiary of Google Inc. (“Google”).

       The following individuals currently hold a ten percent (10%) or greater voting interest in
Google. The address for both individuals is 1600 Amphitheatre Parkway, Mountain View, CA
94043:

               (1)    Name:                  Larry Page
                      Citizenship:           U.S.
                      Interest Held:         Approximately 28.1% of voting rights

               (2)    Name:                  Sergey Brin
                      Citizenship:           U.S.
                      Interest Held:         Approximately 27.6% of voting rights

Other than Messrs. Page and Brin, there are no other individuals or entities who directly or
indirectly own 10% or more of Google’s equity or voting rights and thus will own 10% or more
of Skybox’s equity or voting rights post-close.

       The following individuals are directors or officers of Google. The address for all officers
and directors is 1600 Amphitheatre Parkway, Mountain View, CA 94043:

               Officers
               (1)    Larry Page, CEO / Co-founder / Director
               (2)    Eric E. Schmidt, Executive Chairman / Director
               (3)    Sergey Brin, Co-founder / Director
               (4)    Nikesh Arora, Senior Vice President and Chief Business Officer
               (5)    David C. Drummond, Senior Vice President, Corporate Development and
                      Chief Legal Officer
               (6)    Patrick Pichette, Senior Vice President and Chief Financial Officer

               Board of Directors
               (1)    Larry Page
               (2)    Eric E. Schmidt, Executive Chairman
               (3)    Sergey Brin
               (4)    L. John Doerr
               (5)    Diane B. Greene
               (6)    John L. Hennessy, Lead Independent Director
               (7)    Ann Mather
               (8)    Paul S. Otellini


                                    FCC Form 312 Transfer of Control
                                                  Exhibit E (Item A20)
                             Transferor/Licensee: Skybox Imaging, Inc.
                                               Transferee: Google Inc.


(9)    K. Ram Shriram
(10)   Shirley M. Tilghman


             Skybox Imaging Post-Acquisition Ownership and
                           Control Structure




                                      Other Google Shareholders
                              (No individual or entity holds 10% or more
                                of the voting rights or equity interests)
                                                    Approx. 44.3% Voting Rights


             Larry Page                                                  Sergey Brin
Approx. 28.1% Voting Rights                                                       Approx. 27.6% Voting Rights
                                          Google Inc.
                                                    100% Voting Rights
                                                    and Equity




                                   Skybox Imaging, Inc.
                                       (Licensee)



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Document Created: 2014-06-13 20:16:05
Document Modified: 2014-06-13 20:16:05

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